Author Info for Proskauer - Tax Talks

Daniella Abel

UK Budget – Some Key Changes

The UK Budget took place on 29th October. The Chancellor, Philip Hammond, took the opportunity to make a series of targeted changes to the UK’s tax system, some of which had already been announced, but several of which were new… more

Capital Gains, Corporate Taxes, Entrepreneurs, Federal Budget, Goods or Services

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Martine Seiden Agatston

Proposed Changes to Interest Rate Tax Treatment for RICs

The One Big Beautiful Bill Act (the “OBBBA“), passed by the U.S. House of Representatives (the “House“) on May 22, 2025, is a comprehensive legislative package that seeks to implement sweeping reforms in tax policy, immigration,… more

Asset Management, Business Development Companies, Income Taxes, Internal Revenue Code (IRC), Investment Funds

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Charlotte Ahamed

BlueCrest – the Court of Appeal considers Condition B of the salaried members rules

The Court of Appeal has remitted the case of BlueCrest Capital Management (UK) LLP (BlueCrest) v HMRC back to the First-tier Tribunal (FTT) regarding the application of the UK’s salaried members rules (the Rules) to certain… more

Appeals, Asset Management, Business Entities, Compliance, Executive Compensation

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Justin Alex

Senator Warren Leads Coalition to Expand Scope of Limitations on Executive Compensation Tax Deductions

Section 162(m) of the Internal Revenue Code generally limits the deductibility of compensation paid in excess of $1 million to the chief executive officer and the three other highest compensated officers (other than the chief… more

CEOs, Corporate Bonuses, Elizabeth Warren, Executive Compensation, Internal Revenue Code (IRC)

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Janicelynn Asamoto Park

The Tax Court in Soroban Holds that Limited Partners Were Too Active To Be Treated As “Limited Partners” and are Subject to Self-Employment Tax

On May 28, 2025, in Soroban Capital Partners LP v. Commissioner (T.C. Memo 2025-52) (“Soroban II”), the Tax Court held the active role of limited partners in a fund manager caused them to fail to qualify as “limited partners”… more

Appeals, Fund Managers, Internal Revenue Code (IRC), Investment Funds, Limited Partnerships

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Jagmaan Bakshi

HMRC updates guidance on UK tax status of non-UK entities and US LLCs post Anson

On 6 December, HMRC updated the section in its International Manual discussing the UK tax characterisation of overseas entities, and of Delaware (and other US) limited liability companies (LLCs) in particular (in INTM180000 and… more

Business Entities, Foreign Entities, HMRC, Limited Liability Company (LLC), Regulatory Requirements

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Jean Bertrand

Senator Tillis Introduced a Bill Taxing Proceeds of Litigation Financing Agreements

Senator Thom Tillis introduced a bill (called the “Tackling Predatory Litigation Funding Act”) that would impose additional significant taxes on litigation funding investments. Rep. Kevin Hern (R-OH) introduced a similar bill in… more

Corporate Taxes, Financial Services Industry, Income Taxes, Internal Revenue Code (IRC), Investors

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Ira Bogner

The Second Set of Proposed Opportunity Zone Regulations

Introduction - On April 17, 2019, the Internal Revenue Service (the “IRS”) and the U.S. Department of the Treasury (the “Treasury”) issued a second set of proposed regulations (the “Proposed Regulations”) under section… more

Anti-Abuse Rule, Capital Gains, Carried Interest, Holding Periods, Opportunity Zones

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Aliza Cinamon

Recent Updates from the IRS and Treasury on the Superfund Chemical Tax

I. Executive Summary - On February 15, 2024, the IRS and Treasury issued a supplemental notice to a prior notice from December 2022, to correct a petition requesting that the Superfund Chemical Tax apply to polyphenylene… more

Internal Revenue Code (IRC), IRS, Notice of Proposed Rulemaking (NOPR), Proposed Regulation, Superfund

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Richard Corn

Eighth Circuit Affirms Mayo Clinic’s “Educational Organization” Status and UBTI Refund

On July 25, 2025, the U.S. Court of Appeals for the Eighth Circuit affirmed the District Court decision holding that the Mayo Clinic is entitled to an $11.5 million refund of certain unrelated business income taxes imposed on it… more

501(c)(3), Educational Institutions, Internal Revenue Code (IRC), IRS, Tax Appeals

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Michael Fernhoff

Extension of FBAR Filing Deadline for Certain Filers

On December 20, 2019, the Financial Crimes Enforcement Network (“FinCEN”) issued Notice 2019-1, extending the filing deadline for the Report of Foreign Bank and Financial Accounts, FinCEN Form 114 (FBAR), for certain individuals… more

FBAR, Filing Deadlines, FinCEN, Foreign Bank Accounts, Foreign Financial Accounts

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Robert Freeman

The Biden Administration Proposes Changes to the Taxation of Real Property

On March 28, 2022, the Biden Administration proposed changes to the taxation of real property. Restrict Deferral of Gain for Like-Kind Exchanges under Section 1031 - The Biden Administration has proposed to limit the gain… more

Biden Administration, Internal Revenue Code (IRC), IRS, Like Kind Exchanges, Regulatory Agenda

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Robert Friedman

President Trump Signs One Big Beautiful Bill Act into Law

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (the “Act”) into law. The Act is similar to the Senate Finance Committee’s draft legislative text (the “SFC Bill”) (released on June 16, 2025), with several… more

Business Taxes, Corporate Taxes, Income Taxes, International Tax Issues, Tax Credits

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Mitchell Gaswirth

California FTB Releases Updated Proposed Regulations on Market-Based Sourcing Rules

On May 20, 2025, California’s Franchise Tax Board (“FTB”) released changes to the proposed regulations (“Draft Regulations”) that would amend the rules regarding market-based sourcing for sales other than sales of tangible… more

California, Comment Period, Filing Deadlines, Franchise Taxes, Government Agencies

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Robert Gaut

BlueCrest – the Court of Appeal considers Condition B of the salaried members rules

The Court of Appeal has remitted the case of BlueCrest Capital Management (UK) LLP (BlueCrest) v HMRC back to the First-tier Tribunal (FTT) regarding the application of the UK’s salaried members rules (the Rules) to certain… more

Appeals, Asset Management, Business Entities, Compliance, Executive Compensation

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Abraham Gutwein

Extension of FBAR Filing Deadline for Certain Filers

On December 9, 2020, the Financial Crimes Enforcement Network (“FinCEN”) issued Notice 2020-1, extending the filing deadline for the Report of Foreign Bank and Financial Accounts, FinCEN Form 114 (FBAR), for certain individuals… more

FBAR, Filing Deadlines, FinCEN, Foreign Bank Accounts, Foreign Financial Accounts

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Yomarie Habenicht

Supreme Court Rules on Moore v. U.S. – Upholds Mandatory Repatriation Tax

On June 20, 2024, the U.S. Supreme Court ruled 7-2 that the so called mandatory repatriation tax under Internal Revenue Code Section 965 (“MRT”) is constitutional. Justice Kavanaugh wrote the majority opinion… more

Income Taxes, Internal Revenue Code (IRC), Moore v US, SCOTUS, Shareholders

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Rita Halabi

President Trump Signs One Big Beautiful Bill Act into Law

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (the “Act”) into law. The Act is similar to the Senate Finance Committee’s draft legislative text (the “SFC Bill”) (released on June 16, 2025), with several… more

Business Taxes, Corporate Taxes, Income Taxes, International Tax Issues, Tax Credits

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Martin Hamilton

President Trump Signs One Big Beautiful Bill Act into Law

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (the “Act”) into law. The Act is similar to the Senate Finance Committee’s draft legislative text (the “SFC Bill”) (released on June 16, 2025), with several… more

Business Taxes, Corporate Taxes, Income Taxes, International Tax Issues, Tax Credits

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Christine Harlow

The Tax Court in Soroban Holds that Limited Partners Were Too Active To Be Treated As “Limited Partners” and are Subject to Self-Employment Tax

On May 28, 2025, in Soroban Capital Partners LP v. Commissioner (T.C. Memo 2025-52) (“Soroban II”), the Tax Court held the active role of limited partners in a fund manager caused them to fail to qualify as “limited partners”… more

Appeals, Fund Managers, Internal Revenue Code (IRC), Investment Funds, Limited Partnerships

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Colleen Hart

COVID-19 Impact on Executive Compensation – Amending Performance Goals under Equity and Other Incentive Awards

We continue our blog series on COVID-19 implications on executive compensation matters with a post that addresses considerations relating to amending performance goals under equity and other incentive awards. Setting… more

Coronavirus/COVID-19, Executive Compensation, Incentive Compensation, IRS, Publicly-Traded Companies

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Stephanie Heilborn

Increase in Tax Audits of Use of Private Aircraft, a/k/a “Corporate Jets”

The IRS has announced a new audit campaign targeted at the use of private aircraft, a/k/a “corporate jets”. This has been an intensifying area of focus by the IRS over the last few years as a result of recently-increased tax… more

FOIA, IRS, Recordkeeping Requirements, Tax Audits, Tax Benefits

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Malcolm Hochenberg

Tax Court Breaks New Ground on the Deductibility of Termination Fees with AbbVie Ruling

On June 17, 2025, the Tax Court opinion in AbbVie Inc. and Subsidiaries v. Commissioner of Internal Revenue was issued, holding that the approximately $1.6 billion termination fee AbbVie (a Delaware corporation) paid to its… more

Corporate Taxes, IRS, Merger Agreements, Mergers, Tax Court

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Scott Jones

The One Big Beautiful Bill: SALT Deduction Workarounds Under Fire

On May 12, 2025, House Republicans unveiled a comprehensive 389-page package of tax provisions, setting the stage for a significant tax bill to be debated in the coming weeks. Dubbed the “One Big Beautiful Bill,” this proposal… more

Business Taxes, Investment Management, New York, Partnerships, Pass-Through Entities

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Kendall Keshtkar

Eighth Circuit Affirms Mayo Clinic’s “Educational Organization” Status and UBTI Refund

On July 25, 2025, the U.S. Court of Appeals for the Eighth Circuit affirmed the District Court decision holding that the Mayo Clinic is entitled to an $11.5 million refund of certain unrelated business income taxes imposed on it… more

501(c)(3), Educational Institutions, Internal Revenue Code (IRC), IRS, Tax Appeals

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Seo Kyung (Rosa) Kim

One Big Beautiful Bill Passed by the House

On Thursday May 22, the House of Representatives passed the One Big Beautiful Bill Act (H.R. 1, hereafter the “Bill”). The Bill will now be considered by the U.S. Senate… more

Base Erosion and Anti-Abuse Tax (BEAT), Corporate Taxes, Employee Benefits, Foreign Derived Intangible Income (FDII), GILTI tax

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Bowon Koh

The FFCRA and CARES Act: Key Provisions Affecting Nonprofit Organizations

On March 18, 2020, President Trump signed into law the Families First Coronavirus Response Act (“FFCRA”) (H.R. 6201), and on March 27, 2020, he signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES… more

CARES Act, Charitable Organizations, Coronavirus/COVID-19, Families First Coronavirus Response Act (FFCRA)

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Mary Kuusisto

Tax Court Holds That Active Limited Partners of State Law Limited Partnerships May Subject to Self-Employment Tax

Section 1402(a)(13) of the Internal Revenue Code provides that the distributive share of “limited partners, as such” from a partnership is not subject to self-employment tax.[1] Managers of private equity and hedge funds are… more

Employment Tax, Income Taxes, IRS, Limited Partnerships, Partnerships

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Muhyung Lee

The Tax Court in Soroban Holds that Limited Partners Were Too Active To Be Treated As “Limited Partners” and are Subject to Self-Employment Tax

On May 28, 2025, in Soroban Capital Partners LP v. Commissioner (T.C. Memo 2025-52) (“Soroban II”), the Tax Court held the active role of limited partners in a fund manager caused them to fail to qualify as “limited partners”… more

Appeals, Fund Managers, Internal Revenue Code (IRC), Investment Funds, Limited Partnerships

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Maggie Livingstone

One Big Beautiful Bill: Update on Provisions for Nonprofits

On May 22, 2025, the House of Representatives passed the One Big Beautiful Bill Act (H.R. 1, hereafter the “Revised House Bill”). The Revised House Draft Bill contains certain changes to the original bill that was released on… more

Colleges, Corporate Taxes, Employee Benefits, Excise Tax, Nonprofits

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Katrine Magas

COVID-19 Impact on Executive Compensation – Amending Performance Goals under Equity and Other Incentive Awards

We continue our blog series on COVID-19 implications on executive compensation matters with a post that addresses considerations relating to amending performance goals under equity and other incentive awards. Setting… more

Coronavirus/COVID-19, Executive Compensation, Incentive Compensation, IRS, Publicly-Traded Companies

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Arnold May

Final Regulations Issued on Allocation of Partnership Liabilities Under Section 752

On December 2, 2024, the U.S. Department of the Treasury (“Treasury”) and the Internal Revenue Service (the “IRS”) published final regulations (the “Final Regulations”) on section 752 regarding the allocation of partnership… more

Compliance, Final Rules, Income Taxes, Internal Revenue Code (IRC), Partnerships

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Emma McDonnell

UK government consults on taxation of carried interest

The newly elected UK Labour government published its call for evidence (see link here) on the taxation of carried interest on Monday 29 July 2024. This consultation by HM Treasury, cautiously anticipated following statements… more

Tax Reform, Taxation, UK

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Mary McNicholas

Final Regulations Issued on Allocation of Partnership Liabilities Under Section 752

On December 2, 2024, the U.S. Department of the Treasury (“Treasury”) and the Internal Revenue Service (the “IRS”) published final regulations (the “Final Regulations”) on section 752 regarding the allocation of partnership… more

Compliance, Final Rules, Income Taxes, Internal Revenue Code (IRC), Partnerships

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David Miller

President Trump Signs One Big Beautiful Bill Act into Law

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (the “Act”) into law. The Act is similar to the Senate Finance Committee’s draft legislative text (the “SFC Bill”) (released on June 16, 2025), with several… more

Business Taxes, Corporate Taxes, Income Taxes, International Tax Issues, Tax Credits

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Richard Miller

Upcoming changes to the company share options plan regime

Company share option plans (CSOP) and enterprise management incentives (EMI) are two statutory share option regimes that can be used to incentivise employees in a tax-efficient way. Broadly, where the relevant qualifying… more

Employment Tax, Enterprise Management Incentive (EMI), Shareholders, UK

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Frazer Money

Taxing carried interest in the UK: the new regime announced in the Labour government’s Autumn Budget 2024

On Wednesday 30 October 2024, the UK government announced changes to the UK taxation of carried interest as part of the 2024 Autumn Budget. Changes were expected following statements made by the Labour Party in the run up to… more

Capital Gains, Carried Interest, Carried Interest Tax Rates, Fund Managers, HMRC

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Tyler Moser

Tax Court holds that an offshore fund is engaged in a U.S. trade or business

On November 15, 2023, the U.S. Tax Court held in YA Global Investments v. Commissioner that a non-U.S. private equity fund (YA Global) with a U.S. asset manager that bought equity and convertible debt of U.S. portfolio companies… more

Asset Management, Business Litigation, Income Taxes, Internal Revenue Code (IRC), International Tax Issues

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Thomas Multari

Tax Court Breaks New Ground on the Deductibility of Termination Fees with AbbVie Ruling

On June 17, 2025, the Tax Court opinion in AbbVie Inc. and Subsidiaries v. Commissioner of Internal Revenue was issued, holding that the approximately $1.6 billion termination fee AbbVie (a Delaware corporation) paid to its… more

Corporate Taxes, IRS, Merger Agreements, Mergers, Tax Court

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Ekaterina Napalkova

COVID-19 Impact on Executive Compensation – Amending Performance Goals under Equity and Other Incentive Awards

We continue our blog series on COVID-19 implications on executive compensation matters with a post that addresses considerations relating to amending performance goals under equity and other incentive awards. Setting… more

Coronavirus/COVID-19, Executive Compensation, Incentive Compensation, IRS, Publicly-Traded Companies

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Jeremy Naylor

The One Big Beautiful Bill: SALT Deduction Workarounds Under Fire

On May 12, 2025, House Republicans unveiled a comprehensive 389-page package of tax provisions, setting the stage for a significant tax bill to be debated in the coming weeks. Dubbed the “One Big Beautiful Bill,” this proposal… more

Business Taxes, Investment Management, New York, Partnerships, Pass-Through Entities

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Amanda Nussbaum

Eighth Circuit Affirms Mayo Clinic’s “Educational Organization” Status and UBTI Refund

On July 25, 2025, the U.S. Court of Appeals for the Eighth Circuit affirmed the District Court decision holding that the Mayo Clinic is entitled to an $11.5 million refund of certain unrelated business income taxes imposed on it… more

501(c)(3), Educational Institutions, Internal Revenue Code (IRC), IRS, Tax Appeals

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Jon Oram

Players, Staff and Draft Picks May be Traded Tax-Free Under New Safe Harbor

On April 11, 2019, the Internal Revenue Service (the “IRS”) issued Revenue Procedure 2019-18, creating a safe harbor that allows professional sports teams to treat trades of personnel contracts (including contracts for players,… more

Fair Market Value, Financial Statements, Income Taxes, IRS, Like Kind Exchanges

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Sejin Park

The Second Set of Proposed Opportunity Zone Regulations

Introduction - On April 17, 2019, the Internal Revenue Service (the “IRS”) and the U.S. Department of the Treasury (the “Treasury”) issued a second set of proposed regulations (the “Proposed Regulations”) under section… more

Anti-Abuse Rule, Capital Gains, Carried Interest, Holding Periods, Opportunity Zones

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Stephen Pevsner

UK Government Carried Interest Tax Reforms Consultation Process: No New Conditions, Territorial Limits Clarified

June 2025 – The UK Government has published its response to the consultation on its proposal to change the tax treatment of carried interest, confirming the expected final shape of the new regime which will take effect from… more

Carried Interest, Final Rules, HMRC, Investment Funds, Non-Residents

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Jamiel Poindexter

The Tax Court in Soroban Holds that Limited Partners Were Too Active To Be Treated As “Limited Partners” and are Subject to Self-Employment Tax

On May 28, 2025, in Soroban Capital Partners LP v. Commissioner (T.C. Memo 2025-52) (“Soroban II”), the Tax Court held the active role of limited partners in a fund manager caused them to fail to qualify as “limited partners”… more

Appeals, Fund Managers, Internal Revenue Code (IRC), Investment Funds, Limited Partnerships

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Louis Rambo

Division of Corporate Finance Releases Updated C&DIs

On May 11, 2018, the Securities and Exchange Commission’s Division of Corporate Finance (the “Division”) released new Compliance and Disclosure Interpretations (“C&DIs”) comprising the Division’s new interpretations of the proxy… more

Board of Directors, C&DIs, Disclosure Requirements, Mergers, Proxy Season

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Andrea Rattner

COVID-19 Impact on Executive Compensation – Amending Performance Goals under Equity and Other Incentive Awards

We continue our blog series on COVID-19 implications on executive compensation matters with a post that addresses considerations relating to amending performance goals under equity and other incentive awards. Setting… more

Coronavirus/COVID-19, Executive Compensation, Incentive Compensation, IRS, Publicly-Traded Companies

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Brianna Reed

Section 1061 Final Regulations on the Taxation of Carried Interest

On January 7, 2021, the Internal Revenue Service (the “IRS”) and the U.S. Department of the Treasury (the “Treasury”) issued final regulations (the “Final Regulations”) providing guidance on Section 1061 of the Internal Revenue… more

Capital Gains, Carried Interest, Final Rules, Holding Periods, IRS

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Stuart Rosow

The Tax Court in Soroban Holds that Limited Partners Were Too Active To Be Treated As “Limited Partners” and are Subject to Self-Employment Tax

On May 28, 2025, in Soroban Capital Partners LP v. Commissioner (T.C. Memo 2025-52) (“Soroban II”), the Tax Court held the active role of limited partners in a fund manager caused them to fail to qualify as “limited partners”… more

Appeals, Fund Managers, Internal Revenue Code (IRC), Investment Funds, Limited Partnerships

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Seth Safra

IRS Issues Guidance on COVID-19-Related Tax Credits Available to Employers Under the FFCRA

On April 1, 2020, the Internal Revenue Service (“IRS”) posted on its website a series of frequently asked questions (“FAQs”) that explain the COVID-19-related tax credits available to small and midsize employers who are required… more

Coronavirus/COVID-19, Families First Coronavirus Response Act (FFCRA), Relief Measures, Tax Credits

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Adam Scoll

IRS Issues Limited Section 409A Relief to Pay Income Taxes on Pre-2009 Section 457A Deferrals

The Internal Revenue Service (the “IRS”) has issued Notice 2017-75 (the “Notice”), which provides certain limited relief from the strict requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”),… more

Corporate Taxes, Deferred Compensation, Internal Revenue Code (IRC), IRS, Proposed Regulation

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Catherine Sear

UK Government Carried Interest Tax Reforms Consultation Process: No New Conditions, Territorial Limits Clarified

June 2025 – The UK Government has published its response to the consultation on its proposal to change the tax treatment of carried interest, confirming the expected final shape of the new regime which will take effect from… more

Carried Interest, Final Rules, HMRC, Investment Funds, Non-Residents

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Kathleen Semanski

Final Regulations Issued on Allocation of Partnership Liabilities Under Section 752

On December 2, 2024, the U.S. Department of the Treasury (“Treasury”) and the Internal Revenue Service (the “IRS”) published final regulations (the “Final Regulations”) on section 752 regarding the allocation of partnership… more

Compliance, Final Rules, Income Taxes, Internal Revenue Code (IRC), Partnerships

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Stephen Severo

The One Big Beautiful Bill: SALT Deduction Workarounds Under Fire

On May 12, 2025, House Republicans unveiled a comprehensive 389-page package of tax provisions, setting the stage for a significant tax bill to be debated in the coming weeks. Dubbed the “One Big Beautiful Bill,” this proposal… more

Business Taxes, Investment Management, New York, Partnerships, Pass-Through Entities

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Carrie Slaton

Tax Proposals Potentially Being Considered by the U.S. House Budget Committee in Reconciliation

On January 17, 2025, multiple news outlets and other sources reported the existence of a memorandum circulated by the U.S. House of Representatives Budget Committee to the House Republican Caucus (the “Memorandum”) containing an… more

Corporate Taxes, Employee Retention, Estate Tax, Foreign Earned Income, Inflation Reduction Act (IRA)

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Jeanette Stecker

Section 1446(f) Proposed Regulations: Key Guidance on Partnership Interest Transfers by Non-U.S. Persons

On May 13, 2019, the U.S. Internal Revenue Service (“IRS”) and Treasury Department published proposed regulations providing guidance on the rules imposing withholding and reporting requirements under the Code on dispositions of… more

FIRPTA, Foreign Persons, Income Taxes, International Tax Issues, IRS

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Benjamin Swiszcz

Tax Court holds that an offshore fund is engaged in a U.S. trade or business

On November 15, 2023, the U.S. Tax Court held in YA Global Investments v. Commissioner that a non-U.S. private equity fund (YA Global) with a U.S. asset manager that bought equity and convertible debt of U.S. portfolio companies… more

Asset Management, Business Litigation, Income Taxes, Internal Revenue Code (IRC), International Tax Issues

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Kimberly Ann Swiszcz

State Tax Law Updates

A number of states have recently proposed or passed new laws related to state-level taxation, some of which are taxpayer-friendly and some of which are expected to impose additional tax burdens on taxpayers. They vary in subject… more

Carried Interest Tax Rates, Corporate Taxes, Income Taxes, Pass-Through Entities, SALT

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David Ward

UK Government Carried Interest Tax Reforms Consultation Process: No New Conditions, Territorial Limits Clarified

June 2025 – The UK Government has published its response to the consultation on its proposal to change the tax treatment of carried interest, confirming the expected final shape of the new regime which will take effect from… more

Carried Interest, Final Rules, HMRC, Investment Funds, Non-Residents

See all updates »

Jay Waxenberg

Increase in Tax Audits of Use of Private Aircraft, a/k/a “Corporate Jets”

The IRS has announced a new audit campaign targeted at the use of private aircraft, a/k/a “corporate jets”. This has been an intensifying area of focus by the IRS over the last few years as a result of recently-increased tax… more

FOIA, IRS, Recordkeeping Requirements, Tax Audits, Tax Benefits

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Sean Webb

Tax Provisions of the American Families Plan

On Wednesday, April 28th, the White House announced the American Families Plan, the “human capital” infrastructure proposal. The American Families Plan would spend $1.8 trillion, including $800 billion in tax cuts over ten… more

Capital Gains Tax, Income Taxes, IRS, Medicare, SALT

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Gaochuan Xie

Tax Court holds that an offshore fund is engaged in a U.S. trade or business

On November 15, 2023, the U.S. Tax Court held in YA Global Investments v. Commissioner that a non-U.S. private equity fund (YA Global) with a U.S. asset manager that bought equity and convertible debt of U.S. portfolio companies… more

Asset Management, Business Litigation, Income Taxes, Internal Revenue Code (IRC), International Tax Issues

See all updates »

Frank Zarb

Division of Corporate Finance Releases Updated C&DIs

On May 11, 2018, the Securities and Exchange Commission’s Division of Corporate Finance (the “Division”) released new Compliance and Disclosure Interpretations (“C&DIs”) comprising the Division’s new interpretations of the proxy… more

Board of Directors, C&DIs, Disclosure Requirements, Mergers, Proxy Season

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Gregory Zeien

Proposed Regulations Issued on Reporting Obligations for Basket Contract Transactions

On July 12, 2024, the U.S. Department of the Treasury (“Treasury”) and the Internal Revenue Service (“IRS”) issued proposed regulations that would classify “basket contract transactions”, which are derivatives (i) with a term of… more

Administrative Procedure Act, Derivatives, Disclosure Requirements, Investigations, IRS

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Amy Zelcer

Impact of Recent Tax Legislation on M&A Transactions

This post outlines at a high-level certain provisions under the recently enacted 2017 tax legislation (Pub. L. 115-97, the “Tax Act”) that may affect M&A Transactions. Some of these rules are very complex, particularly in… more

Acquisitions, Base Erosion Tax, Controlled Foreign Corporations, Corporate Taxes, EBITDA

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